<DOCUMENT>
<TYPE>COVER
<SEQUENCE>13
<FILENAME>filename13.txt
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            [KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP LETTERHEAD]


November 24, 2006

VIA EDGAR AND FEDERAL EXPRESS

Vincent J. Di Stefano, Esq.
Senior Counsel
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, DC  20949

Re:      Eaton Vance Tax-Managed Diversified Equity Income Fund (the "Fund")
         (f.k.a. Eaton Vance Tax-Managed Premium and Dividend Income Fund)
         File Nos. 333-129692 and 811-21832

Dear Mr. Di Stefano:

         Transmitted electronically with this letter for filing pursuant to the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, on behalf of Eaton Vance Tax-Managed Diversified Equity Income Fund
(f.k.a. Eaton Vance Tax-Managed Premium and Dividend Income Fund) is
Pre-Effective Amendment No. 2 to the Fund's initial registration statement on
Form N-2 relating to the Registrant's initial issuance of common shares of
beneficial interest filed with the Securities and Exchange Commission
("Commission") on November 15, 2005 (the "Registration Statement"). As
referenced in Pre-Effective Amendment No. 1 to the Fund's Registration Statement
filed on October 24, 2006, the Fund has changed its name to Eaton Vance
Tax-Managed Diversified Equity Income Fund.

         A total registration fee of $321,000 is being filed with Pre-Effective
Amendment No. 2 to the Fund's Registration Statement. The registration fee has
been wired through the FEDWIRE system to the Commission's account at Mellon
Bank. Pre-Effective Amendment No. 2 transmitted with this letter contains
conformed signature pages, the manually executed originals of which are
maintained at the offices of the Fund.

         Thank you for your letter transmitting your comments concerning the
Registration Statement on Form N-2 for the Fund. As we discussed, and as
indicated below, a number of these comments have been addressed in Pre-Effective
Amendment No. 1. The remaining responses are addressed in Pre-Effective
Amendment No. 2. We are aware that the Commission staff (the "Staff") prefers to
establish a formal record of correspondence with registrants. Accordingly,
please find the Fund's formal responses to your comments below.

         Included with Pre-Effective Amendment No. 2, both the underwriters and
the Fund formally request acceleration of effectiveness of the Registration
Statement to 10:00 a.m. on Monday November 27, 2006.


<PAGE>


PROSPECTUS

COVER

COMMENT 1: Please confirm that Eaton Vance will not recoup from the Fund any
offering or organization cost reimbursements it makes to the Fund. Please
include the reimbursement agreement as an exhibit to the registration statement.

RESPONSE 1: Eaton Vance confirms that it will not recoup offering and
organization cost reimbursements from the Fund. The organizational and expense
reimbursement agreement will be filed as Exhibit (k)(6) to Pre-Effective
Amendment No. 2.

COMMENT 2: Please confirm that the disclosure of the Fund's lack of trading
history and attendant risks, and all remaining disclosure required by Item 1.1.i
of Form N-2 will appear on the outside front cover page and will be prominent.
Please be sure to disclose that closed-end funds have a tendency to trade
frequently at a discount from net asset value and the risk of loss this creates
for investors purchasing shares in the initial public offering. See Item 1.1.i.
of Form N-2.

RESPONSE 2: The Fund confirms that the subject disclosure appears in a prominent
place on the outside cover page in Pre-Effective Amendment No. 1 and will remain
in such place for Pre-Effective Amendment No. 2.

COMMENT 3: Please make more prominent the disclosure that the Fund will seek to
generate current earnings from option premiums and, to a lesser extent, from
dividends on stocks held.

RESPONSE 3: The Fund notes this comment and the following response is
substantially identical to a comment and response made in connection with recent
offerings of Eaton Vance Tax-Managed Buy-Write Opportunities Fund and Eaton
Vance Tax-Managed Global Buy-Write Opportunities Fund. In response to the
Staff's comment, a revised version of this sentence as follows appears in bold
face and has been moved to appear as the first sentence of the third paragraph
under the heading "Portfolio contents".

                "THE FUND SEEKS TO GENERATE CURRENT EARNINGS FROM
               DIVIDENDS AND FROM OPTION PREMIUMS ON STOCKS HELD."

COMMENT 4: Since the name of the Fund suggests investment in dividend producing
income securities and writing options, please disclose that the Fund has a
policy to invest at least 80% of the value of its assets in dividend producing
income securities and written call options.

RESPONSE 4: As noted above, and as reflected in Pre-Effective Amendment No. 1,
the Fund has changed its name to Eaton Vance Diversified Equity Income Fund.
This name change was discussed in telephone conference between Frederick Marius
of Eaton Vance and Vincent Di Stefano of the Staff. In connection with the name
change, the Fund has adopted the following 80% investment policy. Mr. Di Stefano
agreed that this policy is responsive to the Staff's comment as applied to the
new name. This policy replaces the Fund's prior policy of investing at least 80%
of its assets in common stocks and in Pre-Effective Amendment No. 1 appears in
all of the same places on the cover, in the summary and in the body of the
prospectus as the prior policy. Pre-Effective Amendment No. 1 also contains a
statement that this policy may only be changed following 60 days prior written
notice to shareholders.


                                       2
<PAGE>


              "UNDER NORMAL MARKET CONDITIONS, THE FUND WILL
              INVEST AT LEAST 80% OF ITS TOTAL ASSETS IN A
              COMBINATION OF 1) DIVIDEND- PAYING COMMON STOCKS
              AND 2) COMMON STOCKS THE VALUE OF WHICH IS SUBJECT
              TO COVERED WRITTEN INDEX CALL OPTIONS."

COMMENT 5: In light of the constraints of the straddle rule, please explain in
plain English how the indices on which the Fund will write call options will
"collectively approximate the characteristics of its common portfolio." Please
also render in plain English the statement that the Fund "intends to limit the
overlap between its stock holdings (and any subset thereof) and each index on
which it has outstanding options positions to less than 70% on an ongoing
basis."

RESPONSE 5: To avoid being subject to the "straddle rules" under federal income
tax law, the Fund intends to limit the overlap between its stock holdings (and
any subset thereof) and each Index to less than 70% on an ongoing basis.
Statements to this effect are included in the following sections of the
prospectus: Summary, fifth and ninth paragraphs under "Investment Objectives and
Strategies;" fifth and eighth paragraphs under "Investment Selection
Strategies;" in sub-sections "Risk of selling index call options" and "Tax Risk"
of "Special Tax Considerations;" Body, under the heading "Primary Investment
Policies," third paragraph of sub-section "General Composition of the Fund,"
fifth paragraph under sub-section "Investment Strategy," second paragraph under
sub-section "Tax-managed investing;" and Body, under the heading "Risk
Considerations," sub-section "Tax risk." The Fund notes that identical comments
were made by the Staff with respect to the offerings of Eaton Vance Tax-Managed
Buy-Write Opportunities Fund and Eaton Vance Tax-Managed Global Buy-Write
Opportunities Fund and disclosure was revised in response to such comments and
the Fund's response is substantially identical to the responses made in those
instances.

              "TO AVOID BEING SUBJECT TO THE "STRADDLE RULES"
              UNDER FEDERAL INCOME TAX LAW, THE FUND INTENDS TO
              LIMIT THE OVERLAP BETWEEN ITS STOCK HOLDINGS (AND
              ANY SUBSET THEREOF) AND EACH INDEX ON WHICH IT HAS
              OUTSTANDING OPTIONS POSITIONS TO LESS THAN 70% ON
              AN ONGOING BASIS. UNDER THE "STRADDLE RULES,"
              "OFFSETTING POSITIONS WITH RESPECT TO PERSONAL
              PROPERTY" GENERALLY ARE CONSIDERED TO BE STRADDLES.
              IN GENERAL, INVESTMENT POSITIONS WILL BE OFFSETTING
              IF THERE IS A SUBSTANTIAL DIMINUTION IN THE RISK OF
              LOSS FROM HOLDING ONE POSITION BY REASON OF HOLDING
              ONE OR MORE OTHER POSITIONS. THE FUND EXPECTS THAT
              THE INDEX CALL OPTIONS IT WRITES WILL NOT BE
              CONSIDERED STRADDLES BECAUSE ITS STOCK HOLDINGS
              WILL BE SUFFICIENTLY DISSIMILAR FROM THE COMPONENTS
              OF THE INDICES ON WHICH IT HAS OPEN CALL OPTIONS
              POSITIONS UNDER APPLICABLE GUIDANCE ESTABLISHED BY
              THE INTERNAL REVENUE SERVICE (THE "IRS"). UNDER
              CERTAIN CIRCUMSTANCES, HOWEVER, THE FUND MAY ENTER
              INTO OPTIONS TRANSACTIONS OR CERTAIN OTHER
              INVESTMENTS THAT MAY CONSTITUTE POSITIONS IN A
              STRADDLE."

SUMMARY

The Fund

COMMENT 6: Is the Fund's policy of selling on a continuous basis call options on
broad-based stock indices a fundamental policy? If not, will the Fund provide
shareholders at


                                       3
<PAGE>


least 60 days notice of any change in this policy? Please disclose the extent to
which the Fund will write call options, either in dollar amount, or as a
percentage of assets.

RESPONSE 6: The Fund's policy of selling on a continuous basis call options on
broad-based stock indices is not a fundamental policy. As noted in response to
Comment 4 above, the Fund may only change its 80% policy with respect to
investing in dividend paying stocks and writing options following 60 days prior
written notice to shareholders. In response to the last portion of this comment,
the following statement in Pre-Effective Amendment No. 1 has been added in both
the body and the summary of the prospectus concerning the extent to which the
Fund may write covered call options:

              "ALTHOUGH THE FUND GENERALLY AND INITIALLY EXPECTS
              TO WRITE STOCK INDEX CALL OPTIONS WITH RESPECT TO
              ONLY A PORTION OF ITS COMMON STOCK PORTFOLIO VALUE,
              THE FUND MAY IN MARKET CIRCUMSTANCES DEEMED
              APPROPRIATE BY THE ADVISER WRITE COVERED INDEX CALL
              OPTIONS ON UP TO 100% OF ITS ASSETS."

COMMENT 7: Does the Fund have an opinion of tax counsel? If so, please file as
an exhibit to the registration statement.

RESPONSE 7: The Fund notes that an identical comment was made by the Staff with
respect to recent offerings of the Eaton Vance Tax-Managed Buy-Write
Opportunities Fund and the Eaton Vance Tax-Managed Global Buy-Write
Opportunities Fund and the Fund's response is identical to the response provided
by the Eaton Vance Tax-Managed Buy-Write Opportunities Fund and the Eaton Vance
Tax-Managed Global Buy-Write Opportunities Fund in those offerings. In
connection with the offering of the Eaton Vance Tax-Managed Buy-Write Income
Fund, Eaton Vance received an opinion of special tax counsel with respect to
substantially identical issues presented by the Fund relating to the
characterization of index call options as Section 1256 contracts under the
Internal Revenue Code. Such counsel has subsequently advised Eaton Vance that it
is not aware of any intervening changes in the laws or regulations relating to
these issues. The Fund notes that the tax counsel who prepared such opinion has
not authorized the dissemination to other parties or the public filing of such
opinion. In view of the absence of changes in applicable laws and regulations
and in order to avoid unnecessary expense, the Fund does not intend to obtain an
additional tax opinion with respect to the offering of the Fund.

Investment Objectives and Policies

COMMENT 8: Please summarize the criteria the Adviser and Sub-Adviser will use to
select stocks for the Fund's portfolio.

RESPONSE 8: In response to the Staff's comment, the Fund notes that the
following statement was included in the initial Registration Statement at the
end of the second paragraph under the heading "Investment Selection Strategies"
in the summary and in the body of the prospectus under "Investment Objectives,
Policies and Risks--Primary Investment Policies--Investment Strategy". The Fund
believes that the existing disclosure responds to the Staff's comment:

              "INVESTMENT DECISIONS ARE MADE PRIMARILY ON THE
              BASIS OF FUNDAMENTAL RESEARCH, WHICH INVOLVES
              CONSIDERATION OF THE VARIOUS COMPANY-SPECIFIC AND
              GENERAL BUSINESS, ECONOMIC AND MARKET FACTORS THAT
              MAY INFLUENCE THE FUTURE PERFORMANCE OF INDIVIDUAL
              COMPANIES


                             4
<PAGE>


              AND EQUITY INVESTMENTS THEREIN. THE
              ADVISER WILL ALSO CONSIDER A VARIETY OF OTHER
              FACTORS IN CONSTRUCTING AND MAINTAINING THE FUND'S
              STOCK PORTFOLIO, INCLUDING, BUT NOT LIMITED TO,
              STOCK DIVIDEND YIELDS AND PAYMENT SCHEDULES,
              OVERLAP BETWEEN THE FUND'S STOCK HOLDINGS AND THE
              INDICES ON WHICH IT HAS OUTSTANDING OPTIONS
              POSITIONS, REALIZATION OF TAX LOSS HARVESTING
              OPPORTUNITIES AND OTHER TAX MANAGEMENT
              CONSIDERATIONS."

COMMENT 9: Please state the market capitalization range for the S&P MidCap 400
as of November 30, 2005.

RESPONSE 9: The Fund has revised the date as of which the market capitalization
is disclosed to reflect the Fund's requested effectiveness in November 2006 and
points the Staff's attention to the last sentence in the fourth paragraph under
the heading "Investment Objectives and Strategies" in the summary and in the
second paragraph under "Investment Objectives, Policies and Risks--Primary
Investment Policies" which reads as follows: "AS OF SEPTEMBER 30, 2006, THE
MEDIAN MARKET CAPITALIZATION OF COMPANIES IN THE S&P MIDCAP 400 WAS
APPROXIMATELY $ 2.55 BILLION."

Distributions

COMMENT 10: The disclosure indicates the Fund will make regular quarterly
distributions which may include return of capital. Will the Fund be reporting
its distribution yield? If so, please confirm that the Fund will not include
return of capital in its reported distribution yield. If the Fund cannot state
definitively the portion of the distribution that will be characterized as a
return of capital, it must have a process whereby it can reasonably estimate the
characteristics of the distribution. The Fund should add disclosure to explain
that the yield reported excludes the portion of return of capital distributions,
the calculation is an estimate and the return of capital portion of the
distribution yield will be finalized at the end of the tax year.

RESPONSE 10: The Fund does not currently intend to report a distribution yield.
To the extent that the Fund in the future determines to report distribution
yield, the Fund will not include return of capital in such reported yield. If
the Fund at some future time determines to report distribution yield and cannot
state definitively the portion of the distribution that will be characterized as
a return of capital, it will establish a process whereby it seeks to reasonably
estimate the characteristics of the distribution. In such case, the Fund also
will provide disclosure explaining that the yield reported excludes the portion
of return of capital distributions, the calculation is an estimate and the
return of capital portion of the distribution yield will be finalized at the end
of the tax year.

Investment Strategy

COMMENT 11: Please disclose the "long-term historical average of stock market
returns" referenced in the definition of "moderately rising equity market
conditions."

RESPONSE 11: The Fund notes that substantially identical disclosure was added in
response to similar Staff comments made in connection with past offerings of
Eaton Vance closed-end funds. As in those cases, the Fund believes that this
disclosure effectively captures the general sense of the different types of
market circumstances intended to be conveyed and does not believe that is
necessary or helpful to attempt to precisely define this concept.


                                       5
<PAGE>


SUMMARY OF FUND EXPENSES

COMMENT 12: Please move the footnotes to the fee table from their present
location and insert them after the Example.

RESPONSE 12: In response to this comment, all footnotes have been moved to
appear after the Example in Pre-Effective Amendment No. 1.

COMMENT 13: The fee table discloses management fees as a percentage of net
assets, yet the disclosure pertaining to the Fund's adviser discloses management
fees as a percentage of gross assets. Please correct or explain this
inconsistency.

RESPONSE 13: The presentation of this information is identical to the
presentation used in the prior Eaton Vance closed-end fund deals. Net assets as
used in the Fee Table do not reflect the use of leverage, as the Fund has no
present intention to use leverage. Gross assets as used under the section
"Management of the Fund" contemplates that should leverage be used (either in
the form of preferred shares or borrowings) the management fee would include the
use of such leverage. In the event leverage is not used gross assets and net
assets are identical.

COMMENT 14: Please revise the explanatory paragraph following the footnotes to
the fee table to clarify that the other expenses shown in the fee table are
based on estimated amounts.

RESPONSE 14: In response to the Staff's comment, the Fund has revised the first
sentence in the subject paragraph to read: "THE OTHER EXPENSES, AND
CORRESPONDINGLY THE TOTAL ANNUAL EXPENSES, SHOWN IN THE TABLE ARE BASED ON
ESTIMATED AMOUNTS..."

COMMENT 15: Is 12,500,000 the maximum number of common shares in the Fund's
offering?

RESPONSE 15: The 12,500,00 shares (or $250,000,000) is an estimate of the
anticipated offering size for purposes of calculating the estimated expenses in
connection with the offering as set forth in the fee table. The offering may be
greater or less than the 12,500,000 shares. Such estimates have been similarly
used in all past Eaton Vance and most closed-end fund initial public offerings.

INVESTMENT OBJECTIVES, POLICIES AND RISKS

COMMENT 16: The disclosure indicates the Fund will use a variety of investment
techniques. Please include disclosure of the tax effects of using each
technique.

RESPONSE 16: The Fund notes that the Staff made substantially identical comments
in connection with the recent offerings of Eaton Vance Tax-Managed Buy-Write
Opportunities Fund and Eaton Vance Tax-Managed Global Buy-Write Opportunities
Fund. The below disclosure was developed and refined in response to these
comments and the Fund believes is fully responsive to the current comment as
well. The disclosure was set forth in the initial registration statement under
the heading "Investment Objectives, Policies and Risks--Primary Investment
Policies--Tax-Managed Investing" sections of the body of the prospectus.

              "TAX-MANAGED INVESTING. TAXES ARE A MAJOR INFLUENCE
              ON THE NET AFTER-TAX RETURNS THAT INVESTORS RECEIVE
              ON THEIR TAXABLE INVESTMENTS. THERE ARE FIVE
              POTENTIAL SOURCES OF RETURNS FOR A


                                6
<PAGE>


              COMMON SHAREHOLDER: (1) APPRECIATION OR DEPRECIATION
              IN THE VALUE OF THE COMMON SHARES; (2) DISTRIBUTIONS
              OF QUALIFIED DIVIDEND INCOME; (3) DISTRIBUTIONS OF
              OTHER INVESTMENT INCOME AND NET SHORT-TERM CAPITAL
              GAINS; (4) DISTRIBUTIONS OF LONG-TERM CAPITAL GAINS
              (AND LONG-TERM CAPITAL GAINS RETAINED BY THE FUND);
              AND (5) DISTRIBUTIONS OF RETURN OF CAPITAL. THESE
              DIFFERENT SOURCES OF INVESTMENT RETURNS ARE SUBJECT
              TO WIDELY VARYING FEDERAL INCOME TAX TREATMENT.
              DISTRIBUTIONS OF OTHER INVESTMENT INCOME (I.E.,
              NON-QUALIFIED DIVIDEND INCOME) AND NET REALIZED
              SHORT-TERM GAINS ARE TAXED CURRENTLY AS ORDINARY
              INCOME, AT RATES AS HIGH AS 35%. DISTRIBUTIONS OF
              QUALIFIED DIVIDEND INCOME AND NET REALIZED LONG-TERM
              GAINS (WHETHER DISTRIBUTED OR RETAINED BY THE FUND)
              ARE TAXED CURRENTLY AT RATES UP TO 15% FOR
              INDIVIDUALS AND OTHER NONCORPORATE TAXPAYERS
              (PROVIDED IN THE CASE OF QUALIFIED DIVIDEND INCOME
              THAT CERTAIN HOLDING PERIOD AND OTHER REQUIREMENTS
              ARE MET). GENERALLY, RETURN FROM UNREALIZED
              APPRECIATION AND DEPRECIATION IN THE VALUE OF COMMON
              SHARES AND DISTRIBUTIONS CHARACTERIZED AS RETURN OF
              CAPITAL ARE NOT TAXABLE UNTIL THE COMMON SHAREHOLDER
              SELLS HIS OR HER COMMON SHARES. UPON SALE, A CAPITAL
              GAIN OR LOSS EQUAL TO THE DIFFERENCE BETWEEN THE
              AMOUNT REALIZED ON THE SALE AND THE COMMON
              SHAREHOLDER'S ADJUSTED TAX BASIS IS REALIZED.
              CAPITAL GAIN IS CONSIDERED LONG-TERM AND IS TAXED AT
              RATES UP TO 15% FOR INDIVIDUALS AND OTHER
              NONCORPORATE TAXPAYERS IF THE COMMON SHAREHOLDER HAS
              HELD HIS OR HER SHARES MORE THAN ONE YEAR.
              OTHERWISE, CAPITAL GAIN IS CONSIDERED SHORT-TERM AND
              IS TAXED AT RATES UP TO 35%. THE AFTER-TAX RETURNS
              ACHIEVED BY A COMMON SHAREHOLDER WILL BE
              SUBSTANTIALLY INFLUENCED BY THE MIX OF DIFFERENT
              TYPES OF RETURNS SUBJECT TO VARYING FEDERAL INCOME
              TAX TREATMENT.

              IN IMPLEMENTING THE FUND'S INVESTMENT STRATEGY, THE
              ADVISER INTENDS TO EMPLOY A VARIETY OF TECHNIQUES
              AND STRATEGIES DESIGNED TO MINIMIZE AND DEFER THE
              FEDERAL INCOME TAXES INCURRED BY COMMON SHAREHOLDERS
              IN CONNECTION WITH THEIR INVESTMENT IN THE FUND.
              THESE INCLUDE: (1) INVESTING IN STOCKS THAT PAY
              DIVIDENDS THAT QUALIFY FOR FEDERAL INCOME TAXATION
              AT RATES APPLICABLE TO LONG-TERM CAPITAL GAINS AND
              COMPLYING WITH THE HOLDING PERIOD AND OTHER
              REQUIREMENTS FOR FAVORABLE TAX TREATMENT; (2)
              SELLING INDEX CALL OPTIONS THAT QUALIFY FOR
              TREATMENT AS "SECTION 1256 CONTRACTS" AS DEFINED IN
              THE CODE, ON WHICH CAPITAL GAINS AND LOSSES ARE
              GENERALLY TREATED AS 60% LONG-TERM AND 40%
              SHORT-TERM, REGARDLESS OF HOLDING PERIOD; (3)
              LIMITING THE OVERLAP BETWEEN THE FUND'S STOCK
              HOLDINGS (AND ANY SUBSET THEREOF) AND EACH INDEX ON
              WHICH IT HAS OUTSTANDING OPTIONS POSITIONS TO LESS
              THAN 70% ON AN ONGOING BASIS SO THAT THE FUND'S
              STOCK HOLDINGS AND INDEX CALL OPTIONS ARE NOT
              SUBJECT TO THE "STRADDLE RULES;" (4) ENGAGING IN A
              SYSTEMATIC PROGRAM OF TAX-LOSS HARVESTING IN THE
              FUND'S STOCK PORTFOLIO, PERIODICALLY SELLING STOCK
              POSITIONS


                                7
<PAGE>


              THAT HAVE DEPRECIATED IN VALUE TO REALIZE
              CAPITAL LOSSES THAT CAN BE USED TO OFFSET CAPITAL
              GAINS REALIZED BY THE FUND; AND (5) MANAGING THE
              SALE OF APPRECIATED STOCK POSITIONS SO AS TO
              MINIMIZE THE FUND'S NET REALIZED SHORT-TERM CAPITAL
              GAINS IN EXCESS OF NET REALIZED LONG-TERM CAPITAL
              LOSSES. WHEN AN APPRECIATED SECURITY IS SOLD, THE
              FUND INTENDS TO SELECT FOR SALE THE SHARE LOTS
              RESULTING IN THE MOST FAVORABLE TAX TREATMENT,
              GENERALLY THOSE WITH HOLDING PERIODS SUFFICIENT TO
              QUALIFY FOR LONG-TERM CAPITAL GAINS TREATMENT THAT
              HAVE THE HIGHEST COST BASIS.

              THE FUND INTENDS TO EMPHASIZE INVESTMENTS IN STOCKS
              THAT PAY DIVIDENDS THAT QUALIFY FOR FEDERAL INCOME
              TAXATION AT RATES APPLICABLE TO LONG-TERM CAPITAL
              GAINS. UNDER FEDERAL INCOME TAX LAW ENACTED IN 2003,
              THE QUALIFIED DIVIDEND INCOME OF INDIVIDUALS AND
              OTHER NONCORPORATE TAXPAYERS IS TAXED AT LONG-TERM
              CAPITAL GAIN TAX RATES IF CERTAIN HOLDING PERIOD AND
              OTHER REQUIREMENTS ARE MET. QUALIFIED DIVIDENDS ARE
              DIVIDENDS FROM DOMESTIC CORPORATIONS AND DIVIDENDS
              FROM FOREIGN CORPORATIONS THAT MEET CERTAIN
              SPECIFIED CRITERIA. THE FUND GENERALLY CAN PASS THE
              TAX TREATMENT OF QUALIFIED DIVIDEND INCOME IT
              RECEIVES THROUGH TO COMMON SHAREHOLDERS. FOR
              DIVIDENDS THE FUND RECEIVES TO QUALIFY FOR
              TAX-ADVANTAGED TREATMENT, THE FUND MUST HOLD STOCK
              PAYING QUALIFIED DIVIDENDS FOR MORE THAN 60 DAYS
              DURING THE 121-DAY PERIOD BEGINNING 60 DAYS BEFORE
              THE EX-DIVIDEND DATE (OR MORE THAN 90 DAYS DURING
              THE ASSOCIATED 181-DAY PERIOD, IN THE CASE OF
              CERTAIN PREFERRED STOCKS). IN ADDITION, THE FUND
              CANNOT BE OBLIGATED TO MAKE RELATED PAYMENTS
              (PURSUANT TO A SHORT SALE OR OTHERWISE) WITH RESPECT
              TO POSITIONS IN ANY SECURITY THAT IS SUBSTANTIALLY
              SIMILAR OR RELATED PROPERTY WITH RESPECT TO SUCH
              STOCK. SIMILAR PROVISIONS APPLY TO EACH COMMON
              SHAREHOLDER'S INVESTMENT IN THE FUND. IN ORDER FOR
              QUALIFIED DIVIDEND INCOME PAID BY THE FUND TO A
              COMMON SHAREHOLDER TO BE TAXABLE AT LONG-TERM
              CAPITAL GAINS RATES, THE COMMON SHAREHOLDER MUST
              HOLD HIS OR HER FUND SHARES FOR MORE THAN 60 DAYS
              DURING THE 121-DAY PERIOD SURROUNDING THE
              EX-DIVIDEND DATE. THE PROVISIONS OF THE CODE
              APPLICABLE TO QUALIFIED DIVIDEND INCOME ARE
              EFFECTIVE THROUGH 2010. THEREAFTER, QUALIFIED
              DIVIDEND INCOME WILL BE SUBJECT TO TAX AT ORDINARY
              INCOME RATES UNLESS FURTHER LEGISLATIVE ACTION IS
              TAKEN. THE FUND'S INVESTMENT PROGRAM AND THE TAX
              TREATMENT OF FUND DISTRIBUTIONS MAY BE AFFECTED BY
              IRS INTERPRETATIONS OF THE CODE AND FUTURE CHANGES
              IN TAX LAWS AND REGULATIONS, INCLUDING CHANGES
              RESULTING FROM THE "SUNSET" PROVISIONS DESCRIBED
              ABOVE THAT WOULD HAVE THE EFFECT OF REPEALING THE
              FAVORABLE TREATMENT OF QUALIFIED DIVIDEND INCOME AND
              REIMPOSING THE HIGHER TAX RATES APPLICABLE TO
              ORDINARY INCOME IN 2011 UNLESS FURTHER LEGISLATIVE
              ACTION IS TAKEN.


                                8
<PAGE>


              THE FUND WILL SEEK TO ENHANCE THE LEVEL OF
              TAX-ADVANTAGED DIVIDEND INCOME IT RECEIVES BY
              ENGAGING IN DIVIDEND CAPTURE TRADING. IN A DIVIDEND
              CAPTURE TRADE, THE FUND SELLS A STOCK ON OR SHORTLY
              AFTER THE STOCK'S EX-DIVIDEND DATE AND USES THE SALE
              PROCEEDS TO PURCHASE ONE OR MORE OTHER STOCKS THAT
              ARE EXPECTED TO PAY DIVIDENDS BEFORE THE NEXT
              DIVIDEND PAYMENT ON THE STOCK BEING SOLD. THROUGH
              THIS PRACTICE, THE FUND MAY RECEIVE MORE DIVIDEND
              PAYMENTS OVER A GIVEN TIME PERIOD THAN IF IT HELD A
              SINGLE STOCK. IN ORDER FOR DIVIDENDS RECEIVED BY THE
              FUND TO QUALIFY FOR FAVORABLE TAX TREATMENT, THE
              FUND MUST COMPLY WITH THE HOLDING PERIOD AND OTHER
              REQUIREMENTS SET FORTH IN THE PRECEDING PARAGRAPH.
              BY COMPLYING WITH APPLICABLE HOLDING PERIOD AND
              OTHER REQUIREMENTS WHILE ENGAGING IN DIVIDEND
              CAPTURE TRADING, THE FUND MAY BE ABLE TO ENHANCE THE
              LEVEL OF TAX-ADVANTAGED DIVIDEND INCOME IT RECEIVES
              BECAUSE IT WILL RECEIVE MORE DIVIDEND PAYMENTS
              QUALIFYING FOR FAVORABLE TREATMENT DURING THE SAME
              TIME PERIOD THAN IF IT SIMPLY HELD ITS PORTFOLIO
              STOCKS. THE USE OF DIVIDEND CAPTURE TRADING
              STRATEGIES WILL EXPOSE THE FUND TO INCREASED TRADING
              COSTS AND POTENTIALLY HIGHER SHORT-TERM GAIN OR
              LOSS.

              OPTIONS ON BROAD-BASED EQUITY INDICES THAT TRADE ON
              A NATIONAL SECURITIES EXCHANGE REGISTERED WITH THE
              SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR A
              DOMESTIC BOARD OF TRADE DESIGNATED AS A CONTRACT
              MARKET BY THE COMMODITY FUTURES TRADING COMMISSION
              GENERALLY WILL QUALIFY FOR TREATMENT AS "SECTION
              1256 CONTRACTS." OPTIONS ON BROAD-BASED EQUITY
              INDICES THAT TRADE ON OTHER EXCHANGES, BOARDS OF
              TRADE OR MARKETS DESIGNATED BY THE UNITED STATES
              SECRETARY OF TREASURY ALSO QUALIFY FOR TREATMENT AS
              "SECTION 1256 CONTRACTS." BECAUSE ONLY A SMALL
              NUMBER OF EXCHANGES, BOARDS AND MARKETS OUTSIDE THE
              UNITED STATES HAVE TO DATE RECEIVED THE NECESSARY
              DESIGNATION, MOST FOREIGN-TRADED STOCK INDEX OPTIONS
              DO NOT CURRENTLY QUALIFY FOR TREATMENT AS "SECTION
              1256 CONTRACTS." TO THE EXTENT THAT THE FUND WRITES
              OPTIONS ON INDICES BASED UPON FOREIGN STOCKS, THE
              FUND GENERALLY INTENDS TO SELL OPTIONS ON
              BROAD-BASED FOREIGN COUNTRY AND/OR REGIONAL STOCK
              INDICES THAT ARE LISTED FOR TRADING IN THE UNITED
              STATES OR WHICH OTHERWISE QUALIFY AS "SECTION 1256
              CONTRACTS." OPTIONS ON FOREIGN INDICES THAT ARE
              LISTED FOR TRADING IN THE UNITED STATES OR WHICH
              OTHERWISE QUALIFY AS "SECTION 1256 CONTRACTS" MAY
              TRADE IN SUBSTANTIALLY LOWER VOLUMES AND WITH
              SUBSTANTIALLY WIDER BID-ASK SPREADS THAN OTHER
              OPTIONS CONTRACTS ON THE SAME OR SIMILAR INDICES
              THAT TRADE ON OTHER MARKETS OUTSIDE THE UNITED
              STATES. TO IMPLEMENT ITS OPTIONS PROGRAM MOST
              EFFECTIVELY, THE FUND MAY SELL INDEX OPTIONS THAT DO
              NOT QUALIFY AS "SECTION 1256 CONTRACTS." GAIN OR
              LOSS ON INDEX OPTIONS NOT QUALIFYING AS "SECTION
              1256 CONTRACTS" WOULD BE REALIZED UPON DISPOSITION,


                                9
<PAGE>


              LAPSE OR SETTLEMENT OF THE POSITIONS, AND WOULD BE
              TREATED AS SHORT-TERM GAIN OR LOSS.

              TO SEEK TO PROTECT AGAINST PRICE DECLINES IN
              SECURITIES HOLDINGS WITH LARGE ACCUMULATED GAINS,
              THE FUND MAY USE VARIOUS HEDGING TECHNIQUES (SUCH AS
              THE SALE OF FUTURES CONTRACTS ON STOCKS AND STOCK
              INDICES AND OPTIONS THEREON, EQUITY SWAPS, COVERED
              SHORT SALES, AND FORWARD SALES OF STOCKS). BY USING
              THESE TECHNIQUES RATHER THAN SELLING APPRECIATED
              SECURITIES, THE FUND CAN, WITHIN CERTAIN
              LIMITATIONS, REDUCE ITS EXPOSURE TO PRICE DECLINES
              IN THE SECURITIES WITHOUT CURRENTLY REALIZING
              SUBSTANTIAL CAPITAL GAINS UNDER CURRENT FEDERAL TAX
              LAW. DERIVATIVE INSTRUMENTS MAY ALSO BE USED BY THE
              FUND TO ENHANCE RETURNS OR AS A SUBSTITUTE FOR THE
              PURCHASE OR SALE OF SECURITIES. AS A GENERAL MATTER,
              DIVIDENDS RECEIVED ON HEDGED STOCK POSITIONS ARE
              CHARACTERIZED AS ORDINARY INCOME AND ARE NOT
              ELIGIBLE FOR FAVORABLE TAX TREATMENT. DIVIDENDS
              RECEIVED ON SECURITIES WITH RESPECT TO WHICH THE
              FUND IS OBLIGATED TO MAKE RELATED PAYMENTS (PURSUANT
              TO SHORT SALES OR OTHERWISE) WILL BE TREATED AS
              FULLY TAXABLE ORDINARY INCOME (I.E., INCOME OTHER
              THAN TAX-ADVANTAGED QUALIFIED DIVIDEND INCOME). IN
              ADDITION, USE OF DERIVATIVES MAY GIVE RISE TO
              SHORT-TERM CAPITAL GAINS AND OTHER INCOME THAT WOULD
              NOT QUALIFY FOR FAVORABLE TAX TREATMENT. AS
              INDICATED ABOVE, IN ADDITION TO WRITING INDEX CALL
              OPTIONS, THE FUND MAY INVEST UP TO 20% OF ITS TOTAL
              ASSETS IN DERIVATIVE INSTRUMENTS ACQUIRED FOR
              HEDGING, RISK MANAGEMENT AND INVESTMENT PURPOSES (TO
              GAIN EXPOSURE TO SECURITIES, SECURITIES MARKETS,
              MARKETS INDICES AND/OR CURRENCIES CONSISTENT WITH
              ITS INVESTMENT OBJECTIVES AND POLICIES), PROVIDED
              THAT NO MORE THAN 10% OF THE FUND'S TOTAL ASSETS MAY
              BE INVESTED IN SUCH DERIVATIVE INSTRUMENTS ACQUIRED
              FOR NON-HEDGING PURPOSES. THE LOSS ON DERIVATIVE
              INSTRUMENTS (OTHER THAN PURCHASED OPTIONS) MAY
              SUBSTANTIALLY EXCEED AN INVESTMENT IN THESE
              INSTRUMENTS."

COMMENT 17: Please confirm that the Fund has no intention to use leverage within
the first 12 months after this registration statement becomes effective.

RESPONSE 17: Supplementally, the Fund confirms that it has no intention to use
leverage during the 12 month period after its registration statement becomes
effective. The Fund notes in this regard that the prospectus states in several
places that the Fund has no current intention of using leverage.

COMMENT 18: The disclosure indicates the Fund's annual turnover rate may exceed
100%. If the Fund believes the turnover rate will likely exceed 100%, please
disclose this.

RESPONSE 18: In response to the Staff's comment this sentence has been revised
as follows in Pre-Effective Amendment No. 1. Conforming changes have been made
in each place in which this sentence appears.


                                       10
<PAGE>


              "ON AN OVERALL BASIS, THE FUND EXPECTS THAT ITS
              ANNUAL TURNOVER RATE WILL EXCEED 100%."

ILLIQUID SECURITIES

COMMENT 19: Please disclose the likely percentage range of the Fund's
investments in illiquid securities.

RESPONSE 19: The Fund notes that the Staff made a substantially identical
comment in connection with the recent offerings of the Eaton Vance Tax-Managed
Buy-Write Income Fund and Eaton Vance Tax-Managed Global Buy-Write Opportunities
Fund. Similar to those cases, the Fund directs the Staff's attention to the
first sentence under the heading "Special Risk Considerations--Liquidity Risk"
in the summary and in the body of the prospectus under the headings "Investment
Objectives, Policies and Risks--Additional Investment Practices--Illiquid
Securities" and "Investment Objectives, Policies and Risks--Additional
Investment Practices--Risk Considerations--Liquidity Risk" which reads: "THE
FUND MAY INVEST UP TO 15% OF ITS TOTAL ASSETS IN SECURITIES FOR WHICH THERE IS
NO READILY AVAILABLE TRADING MARKET OR THAT ARE OTHERWISE ILLIQUID." As in the
case of Eaton Vance Tax-Managed Buy-Write Income Fund and Eaton Vance
Tax-Managed Global Buy-Write Opportunities Fund, the Fund believes that this
statement adequately addresses the Staff's comment. The Fund does not believe it
is in a position to accurately predict what more precise amount may be invested
in illiquid securities at any particular point in time and is not aware of any
requirement under Form N-2 or applicable Staff guidance to provide such a
precise estimate in addition to a maximum limit on such investments.

THE ADVISER

COMMENT 20: Please provide the necessary disclosure for the other Eaton Vance
investment professionals who comprise the team responsible for managing the
Fund's investment program. If the team is greater than five in number, you may
limit the disclosure to the five team members most involved in managing the
Fund's investment program.

RESPONSE 20: As disclosed in the initial registration statement filing, the two
portfolio managers from Eaton Vance are Walter A. Row and Michael A. Allison.
Any other supporting Staff members are not considered portfolio managers. In
response to the Staff's comments the Fund has amended the disclosure as follows:

              "WALTER A. ROW AND MICHAEL A. ALLISON ARE THE FUND'S
              PORTFOLIO MANAGERS AND TOGETHER ARE RESPONSIBLE FOR
              MANAGING THE FUND'S OVERALL INVESTMENT PROGRAM,
              STRUCTURING AND MANAGING THE FUND'S COMMON STOCK
              PORTFOLIO, PROVIDING CONSULTATION TO THE SUB-ADVISER
              AND SUPERVISING THE PERFORMANCE OF THE SUB-ADVISER."

UNDERWRITING

COMMENT 21: The disclosure indicates the Fund has agreed not to offer, sell or
register any additional equity securities, other than common shares, for 180
days after the date of the underwriting agreement without the prior written
consent of the Representatives. Please advise us in your response letter whether
the Fund's Board considered this to be in shareholders' best interest and, if
so, why.


                                       11
<PAGE>


RESPONSE 21: The Fund notes that the Staff has made substantially identical
comments in connection with other recent offerings of Eaton Vance closed-end
funds. As in those cases, the Fund's Board considered this term of the
underwriting arrangements in the context of its approval of the entire
underwriting agreement. It determined that the overall arrangement was
acceptable and in the best interest of the Fund. Although the Board did not make
a specific finding that the particular term noted was in shareholder's best
interest, we note, however, that such provisions are present in nearly all
underwriting agreements for closed-end funds. The purpose of such a provision is
to protect the interests of shareholders purchasing shares in the initial
offering and during the early period of the development of the secondary market
for such shares. In particular, the provision provides some assurance to
shareholders purchasing in the initial offering based upon the prospectus that a
sufficient period of time will be permitted for a market to develop and mature
before the Fund takes an action that potentially could dilute the value of
outstanding shares and/or potentially otherwise disrupt the optimal development
and functioning of the market for such shares.

COMMENT 22: Did the Fund's Board consider the fee arrangement between the
Adviser and qualifying underwriters when approving the Advisory Agreement?
Please indicate what services are provided pursuant to a fee agreement. Clarify
whether the services are for distribution and therefore subject to the NASD
sales load cap. Please file the agreement as an exhibit to the registration
statement.

RESPONSE 22:The Fund notes that this comment is substantially identical to that
made in connection with the recent offerings of Eaton Vance Tax-Managed
Buy-Write Opportunities Fund, Eaton Vance Tax-Managed Buy-Write Income Fund,
Eaton Vance Enhanced Equity Income Fund, and Eaton Vance Tax-Managed Global
Buy-Write Opportunities Fund. As in those cases, the Fund confirms that its
Board did consider all fee arrangements between Eaton Vance Management, as the
adviser, and any eligible underwriters in approving the Advisory Agreement.

         The lead underwriter for the offering, Wachovia Securities, will be
paid additional compensation in the form of a one time structuring fee payment
from Eaton Vance Management and not from the Fund. Other qualifying underwriters
may receive from Eaton Vance Management (and not from the Fund) structuring or
additional compensation fees. Any such underwriter compensation from Eaton Vance
Management is distribution related and underwriters receiving such compensation
do not provide non-distribution related services. This disclosure when finalized
will contain statements of the total percentages and limits on such
compensation. It is not possible to fully calculate and include this information
in advance of pricing since the number and names of qualifying underwriters will
not be known until that time. The Fund confirms, consistent with the above cited
disclosures, that the compensation provided to Wachovia Securities pursuant to
the Structuring Fee Agreement and to any qualifying underwriters pursuant to
structuring fee or additional compensation agreements are subject to the NASD's
sales load cap and in that respect will not exceed such cap imposed.

         The Structuring Fee Agreement with Wachovia Securities and any other
structuring fee and/or additional compensation agreements will be filed as
Exhibits in Pre-Effective Amendment.

COMMENT 23: Please advise whether the NASD has reviewed and approved the terms
of the underwriting agreement.


                                       12
<PAGE>


RESPONSE 23: The Fund confirms that the NASD is reviewing the terms of the
underwriting agreement and the Fund expects the NASD to provide final approval
of such agreement prior to effectiveness of the Registration Statement.

COMMENT 24: Please include the additional compensation paid to the underwriters
by Eaton Vance in the table on the front cover of the prospectus.

RESPONSE 24: In response to the Staff's comment, the Fund notes that such
compensation is not payable by the Fund or its common shareholders. Rather it is
paid entirely by Eaton Vance. Accordingly, the Fund does not believe that
compensation figures should or can properly be reflected in a table designed to
show offering expenses borne by common shareholders and the net proceeds to the
Fund. However, in response to the Staff's comment information concerning
additional underwriter compensation set forth has been added as a new footnote 3
to the table on the front cover of the prospectus:

              "EATON VANCE (NOT THE FUND) HAS AGREED TO PAY FROM
              ITS OWN ASSETS A STRUCTURING FEE TO EACH OF WACHOVIA
              CAPITAL MARKETS, LLC, [ ] AND [ ]. [EATON VANCE (NOT
              THE FUND) MAY PAY CERTAIN QUALIFYING UNDERWRITERS A
              MARKETING AND STRUCTURING FEE, ADDITIONAL
              COMPENSATION, OR A SALES INCENTIVE FEE IN CONNECTION
              WITH THE OFFERING. SEE "UNDERWRITING." EATON VANCE
              (NOT THE FUND) WILL PAY FOR SERVICES PROVIDED
              PURSUANT TO AN AGREEMENT BETWEEN AND EATON VANCE AND
              ANY QUALIFYING UNDERWRITER.] SEE "UNDERWRITING." THE
              TOTAL COMPENSATION RECEIVED BY THE UNDERWRITERS WILL
              NOT EXCEED 9.0% OF THE TOTAL PUBLIC OFFERING PRICE
              OF THE COMMON SHARES OFFERED."

CLOSING

COMMENT 25: We note that portions of the filing are incomplete. We may have
additional comments on such portions when you complete them in a pre-effective
amendment, on disclosures made in response to this letter, on information
supplied supplementally, or on exhibits added in any pre-effective amendments.
Please note that comments we give in one section apply to other sections in the
filing that contain the same or similar disclosure.

RESPONSE 25: The Fund understands this comment. All responses to your comments
are provided herein and detailed in the enclosed marked portions of the
Registration Statement.

COMMENT 26: Please advise us if you have submitted or expect to submit an
exemptive application (in addition to the Section 19 application the Fund has
already filed) or no-action request in connection with your registration
statement.

RESPONSE 26: As noted in the Staff's comment, in September of 2003, Eaton Vance
Qualified Dividend Income Fund filed an application for an exemptive order that
would permit it and other thereinafter created Eaton Vance closed-end funds to
include long-term capital gains in distributions to shareholders more frequently
than otherwise permitted by Section 19(b) of the Investment Company Act of 1940
and the rules thereunder. The Fund may rely on such exemptive relief if granted
and it is expected that if action is taken on the exemptive application it will
be amended to add the Fund and other subsequently created Eaton Vance closed-end
funds as parties. The Fund will not engage in such a distribution policy prior
to obtaining the requisite


                                       13
<PAGE>


exemptive relief and such relief is not necessary for the Fund to conduct its
operations as contemplated by the Registration Statement.

At this time, the Fund does not expect to submit any exemptive application in
addition to the Section 19 application filed by Eaton Vance Qualified Dividend
Income Fund nor does the Fund intend to file a No-Action Letter request in
connection with this offering.

COMMENT 27: Please inform the Staff of the information the Fund proposes to omit
from the final pre-effective amendment pursuant to Rule 430A under the
Securities Act.

RESPONSE 27: The Fund has only omitted certain pricing information from
Pre-Effective Amendment No. 2. This includes the total number of shares sold,
the total proceeds of the offering, the total sales loads paid and the
allocation of shares sold among the several underwriters. This information has
been omitted, as it was not known at the time of filing. Per standard
underwriting procedures, definitive "sizing" of the offering will take place
within a day or two of the date the Registration Statement is declared
effective. The Fund intends to file pursuant to Rule 497(h) a definitive
prospectus and SAI containing any omitted information in compliance with the
requirements of Rule 430A.

COMMENT 28: Response to this letter should be in the form of a pre-effective
amendment filed pursuant to Rule 472 under the Securities Act. Where no change
will be made in the filing in response to a comment, please indicate this fact
in a supplemental letter and briefly state the basis for your position.

RESPONSE 28: The Fund understands this comment and transmits electronically with
this letter the Pre-Effective Amendment No. 2 to the Fund's Registration
Statement. Where no change was made in response to a comment, the Fund indicated
this fact and stated the basis for its position in this letter.

COMMENT 29: We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the Staff to be certain
that they have provided all information investors require for an informed
decision. Since the Fund and its management are in possession of all facts to
the Fund's disclosure, they are responsible for the accuracy and adequacy of
disclosures they have made.

RESPONSE 29: The Fund understands this comment. The Fund is making every effort
to provide the information investors require for an informed decision.
Furthermore, the Fund understands that it is responsible for the accuracy and
adequacy of such disclosures.

DECLARATION OF EFFECTIVENESS

         In connection with the Fund's and the underwriter's request for
acceleration of effectiveness of the Registration Statement included in
Pre-Effective Amendment No. 2, the Fund will acknowledge in such request that:

1. Should the Commission or the Staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking
any action with respect to the filing;


                                       14
<PAGE>


2. The action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Fund from its
full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

3. The Fund may not assert the Staff's acceleration of effectiveness as defense
in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

         Furthermore, the Fund is aware that the Division of Enforcement has
access to all information provided to the Staff of the Division of Investment
Management in connection with its review of and the Fund's comments on this and
other filings made with respect to the Registration Statement.


ADDITIONAL ORAL COMMENTS RECEIVED ON 11/03/06 FROM MR. DI STEFANO

ORAL COMMENT 1A: With respect to the response to Comment 5 above, please clarify
what other investments may constitute positions in a straddle.

RESPONSE 1A: The Fund notes that there is extensive discussion of straddles (as
set forth in response 2A below) and how the Fund intends to invest with respect
to the straddle rules set forth under the heading "Federal Income Tax Matters."
The Fund will add a cross-reference to the tax section in each place this
disclosure appears. Supplementally, the Fund notes that the subject disclosure
alerts shareholders that while the adviser will attempt to avoid triggering the
straddle rules with respect to its index call option transactions as set forth
in the response to Comment 5 above there may be instances in which the straddle
rules are triggered incidentally by certain other investment techniques used by
the Adviser such as swaps and futures transactions among others. We do not
believe additional disclosure is necessary in this section given the extensive
coverage it receives in the section "Federal Income Tax Matters."

ORAL COMMENT 2A: With respect to the response to Comment 5 above,
supplementally, is there a discussion of what the straddle rules are including a
citation to such rules in the registration statement?

RESPONSE 2A: Supplementally, we note that there is extensive disclosure in the
prospectus under the heading "Federal Income Tax Matters" which discusses in
detail straddles. This disclosure is set forth below. We have added in response
to your comment a specific reference to the tax code section that governs
straddles (see underlined text).

              THE CODE SECTION 1092 CONTAINS SPECIAL RULES THAT
              APPLY TO "STRADDLES," DEFINED GENERALLY AS THE
              HOLDING OF "OFFSETTING POSITIONS WITH RESPECT TO
              PERSONAL PROPERTY." FOR EXAMPLE, THE STRADDLE RULES
              NORMALLY APPLY WHEN A TAXPAYER HOLDS STOCK AND AN
              OFFSETTING OPTION WITH RESPECT TO SUCH STOCK OR
              SUBSTANTIALLY IDENTICAL STOCK OR SECURITIES. IN
              GENERAL, INVESTMENT POSITIONS WILL BE OFFSETTING IF
              THERE IS A SUBSTANTIAL DIMINUTION IN THE RISK OF
              LOSS FROM HOLDING ONE POSITION BY REASON OF HOLDING
              ONE OR MORE OTHER POSITIONS. THE FUND EXPECTS THAT
              THE INDEX CALL OPTIONS IT WRITES WILL NOT BE
              CONSIDERED STRADDLES FOR THIS PURPOSE BECAUSE THE
              FUND'S PORTFOLIO OF COMMON STOCKS WILL BE
              SUFFICIENTLY DISSIMILAR


                                15
<PAGE>


              FROM THE COMPONENTS OF EACH INDEX ON WHICH IT HAS
              OUTSTANDING OPTIONS POSITIONS UNDER APPLICABLE
              GUIDANCE ESTABLISHED BY THE IRS. UNDER CERTAIN
              CIRCUMSTANCES, HOWEVER, THE FUND MAY ENTER INTO
              OPTIONS TRANSACTIONS OR CERTAIN OTHER INVESTMENTS
              THAT MAY CONSTITUTE POSITIONS IN A STRADDLE. IF TWO
              OR MORE POSITIONS CONSTITUTE A STRADDLE, RECOGNITION
              OF A REALIZED LOSS FROM ONE POSITION MUST GENERALLY
              BE DEFERRED TO THE EXTENT OF UNRECOGNIZED GAIN IN AN
              OFFSETTING POSITION. IN ADDITION, LONG-TERM CAPITAL
              GAIN MAY BE RECHARACTERIZED AS SHORT-TERM CAPITAL
              GAIN, OR SHORT-TERM CAPITAL LOSS AS LONG-TERM
              CAPITAL LOSS. INTEREST AND OTHER CARRYING CHARGES
              ALLOCABLE TO PERSONAL PROPERTY THAT IS PART OF A
              STRADDLE ARE NOT CURRENTLY DEDUCTIBLE BUT MUST
              INSTEAD BE CAPITALIZED. SIMILARLY, "WASH SALE" RULES
              APPLY TO PREVENT THE RECOGNITION OF LOSS BY THE FUND
              FROM THE DISPOSITION OF STOCK OR SECURITIES AT A
              LOSS IN A CASE IN WHICH IDENTICAL OR SUBSTANTIALLY
              IDENTICAL STOCK OR SECURITIES (OR AN OPTION TO
              ACQUIRE SUCH PROPERTY) IS OR HAS BEEN ACQUIRED
              WITHIN A PRESCRIBED PERIOD.

              THE CODE ALLOWS A TAXPAYER TO ELECT TO OFFSET GAINS
              AND LOSSES FROM POSITIONS THAT ARE PART OF A "MIXED
              STRADDLE." A "MIXED STRADDLE" IS ANY STRADDLE IN
              WHICH ONE OR MORE BUT NOT ALL POSITIONS ARE "SECTION
              1256 CONTRACTS." THE FUND MAY BE ELIGIBLE TO ELECT
              TO ESTABLISH ONE OR MORE MIXED STRADDLE ACCOUNTS FOR
              CERTAIN OF ITS MIXED STRADDLE TRADING POSITIONS. THE
              MIXED STRADDLE ACCOUNT RULES REQUIRE A DAILY
              "MARKING TO MARKET" OF ALL OPEN POSITIONS IN THE
              ACCOUNT AND A DAILY NETTING OF GAINS AND LOSSES FROM
              ALL POSITIONS IN THE ACCOUNT. AT THE END OF A
              TAXABLE YEAR, THE ANNUAL NET GAINS OR LOSSES FROM
              THE MIXED STRADDLE ACCOUNT ARE RECOGNIZED FOR TAX
              PURPOSES. THE NET CAPITAL GAIN OR LOSS IS TREATED AS
              60% LONG-TERM AND 40% SHORT-TERM CAPITAL GAIN OR
              LOSS IF ATTRIBUTABLE TO THE "SECTION 1256 CONTRACT"
              POSITIONS, OR ALL SHORT-TERM CAPITAL GAIN OR LOSS IF
              ATTRIBUTABLE TO THE NON-SECTION 1256 CONTRACT
              POSITIONS.

ORAL COMMENT 3A: With respect to comment 7 above, please affirmatively disclose
that the Adviser does not have an opinion of tax counsel for this specific fund.

RESPONSE 3A: The Adviser has not received an opinion of counsel specifically
related to the Fund we note however our response to Comment 7 above. The Fund
will include the following disclosure in Pre-Effective Amendment No. 2 in
response to the Staff's comment as new last sentences under the heading "Federal
Income Tax Matters":

              THE FUND HAS NOT RECEIVED A FORMAL OPINION OF TAX
              COUNSEL. HOWEVER, THE ADVISER PREVIOUSLY RECEIVED AN
              OPINION FROM SPECIAL TAX COUNSEL WITH RESPECT TO
              CERTAIN TAX MATTERS PRESENTED BY THE FUND IN
              CONNECTION WITH THE OFFERING OF ANOTHER SIMILAR
              CLOSED-END FUND MANAGED BY THE ADVISER AND HAS BEEN
              INFORMED BY SUCH COUNSEL THAT THERE HAVE NOT BEEN
              INTERVENING CHANGES IN THE LAW RELATING TO THESE
              MATTERS.


                                       16
<PAGE>


                                      * * *

The Fund and the Underwriters have filed herein a formal request for
acceleration for effectiveness and we will be in contact with you regarding this
request. We believe that this submission fully responds to your comments. As
indicated above, I will call you shortly to discuss any remaining concerns so
that they may be addressed on a timely basis to enable the Fund's Registration
Statement to be declared effective Monday November 27, 2006 at 10:00 a.m. Please
feel free to call me at any time at 617-261-3246. In my absence, please address
any question or concerns to Mark Goshko at 617-261-3163.

         As always, your cooperation is most appreciated.

                                                             Sincerely,

                                                             /s/Clair E. Pagnano
                                                             -------------------
                                                             Clair E. Pagnano

Enclosures

cc:  Richard Pfordte
           Securities and Exchange Commission, Division of Investment Management
        Frederick Marius
           Eaton Vance Management
        Mark P. Goshko
           Kirkpatrick & Lockhart Nicholson Graham LLP


                                       17

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</DOCUMENT>
